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What to Expect From the Mandatory Sustainability Disclosure Standards for Non-EU Companies

Here are four headline “Key Takeaways” about the draft sustainability reporting standards for non-EU parent companies from the European Financial Reporting Advisory Group (EFRAG), as pulled from this more detailed Cooley Alert penned by Emma Bichet and Jack Eastwood: By the way, here’s a 2-minute video about having a global strategic approach to ESG – and here’s another 2-minute video about adopting targets and goals …

Glass Lewis Updates Voting Policy Guidelines

Here is our alert penned by Michael Bergmann, Brad Goldberg, Ali Murata, Luci Altman and Michael Mencher about the 2025 voting policy guideline updates from Glass Lewis. Here is an excerpt from the alert: Board oversight of AI In the absence of material AI-related incidents, Glass Lewis will generally not make voting recommendations on the basis of a company’s AI oversight or disclosure. However, when …

PCAOB Puts NOCLAR Proposal on Hold

Of course, it’s not just the SEC that will feel the impact of a new administration. Even quasi-regulators like the PCAOB are impacted. Hence, the PCAOB’s recent decision to put its pending rulemaking that would broaden the scope of auditor responsibilities for audit client noncompliance with laws and regulations – known as NOCLAR – on hold, as noted in this “Accounting Today” article. Just a …

ISS Issues FAQ on Meaning of ‘Robust’ Clawback Policy

Here’s an excerpt from this Cooley Alert by Ali Murata, Barbara Mirza, Michael Bergmann, and Janice Chan about new FAQ 46 of ISS’ Executive Compensation FAQs: “In short, the new FAQ specifies that a clawback policy will not be viewed as “robust” for purposes of ISS’ Executive Compensation Analysis unless it extends beyond Dodd-Frank requirements and applies to all time-vesting awards as well as performance-vesting …

ISS Benchmark Survey Results Highlight P4P Misalignment Policy

Last week, ISS issued a press release about the results of its latest benchmark survey (here’s the 22-page summary of the results). Nothing earth-shattering this year. We should see this year’s policy updates from ISS next month. Probably the most interesting result from the survey relates to the ratio of performance-based to time-based equity awards in the event of a quantitative pay-for-performance (P4P) misalignment. ISS’ …